Are the Schedule B Bylaws compliant with the new Societies Act?

The Schedule B Bylaws are mostly compliant with the new Act. If your society has been using the Schedule B Bylaws and they have been working for you, it is likely that, you will not have to change your bylaws. The society may want to do some minor housekeeping and updating however, the new Act does not require the Society to do so. If the Society is using the Schedule B they do not have to adopt the new model bylaws on the transition. If the society decides to change their bylaws they can do so at any time after they transition.

What are the differences between Schedule 1 and Schedule B?

Schedule 1 of the Societies Act, also known as the Model Bylaws, are default bylaws that can be adopted by a society under the new Societies Act. They are similar to the Schedule B bylaws in the old Society Act with some important changes. A comparison of the two sets of bylaws can be found below.

Note: The Model Bylaws are not required to be used. A society can draft its own bylaws or select from the Model Bylaws that suit it.

Schedule B Bylaws

Model Bylaws

New Societies Act

Annual membership dues are determined at the annual general meeting

Annual membership dues, if any, are determined by the board

Not required

A member not in good standing ceases to be a member after 12 months

A member not in good standing ceases to be a member after six months

Good standing is not defined

Silent

A member not in good standing may not vote in a general meeting

As above

Rules and procedures for the expulsion of members

Silent

Set out in act

Rules about when the first general annual meeting must take place

Silent

Set out in Act

Quorum for a general meeting is three members, or more if determined at a general meeting

Quorum for a general meeting is three members or 10% of all members, whichever is greater

Quorum is three

Restrictions on who may chair a meeting, with the president or vice-president being the default

Any member may be appointed to be the chair. Rules about who becomes the chair if none is appointed are similar to the old restrictions

Silent

A notice of a general meeting must state the nature of any special business in sufficient detail to permit a member to form a reasoned judgement concerning that business

Set out in Act

If a meeting is adjourned for more than 10 days, notice of the adjourned meeting must be given

If a meeting is adjourned for more than ten days, notice of the adjourned meeting must be given If a meeting is adjourned for more than 30 days, notice of the adjourned meeting must be given

Set out in act

Voting is by a show of hands

Voting must be by a show of hands, an oral vote, or another method that adequately discloses the intention of the voting members. The chair or two voting members may request voting by secret ballot

Set out in act

There must be five or more directors or the number of directors may be determined at a general meeting

The Society must have no fewer than 3 and no more than 11 directors.

Minimum is 3, no maximum

If a director ceases to hold office, directors must appoint a member to take their place

Silent

Set out in Act

Rules concerning duties of officers are largely the same, but some differences noted to the right

If a secretary is absent from a meeting, another individual must be appointed to act as secretary in that meeting.

The treasurer can make arrangements for other people to conduct their duties

Duties set out in Act

Rules restricting a single individual from filling multiple officer rules

Any director, other than the President, can hold more than one officer role

As set out in Act

Debentures cannot be used without authorization of special resolution

Silent

No longer required by the Act

Members may, by special resolution, restrict borrowing powers of directors until the next annual general meeting

Silent

Act no longer sets limits

Silent

Contracts signed by the Society must be signed:

by the president, together with one other director,

if the president is unable to provide a signature, by the vice-president together with one other director,

if the president and vice-president are both unable to provide signatures, by any two other directors, or

by one or more individuals authorized by the Board to sign the record on behalf of the society

Not required in Act

Rules concerning auditors under the Act

Silent

Act sets out rules

As you can see, the Schedule B Bylaws are more detailed than the Model Bylaws. Furthermore, the Model Bylaws contain certain things not required by the new Societies Act. Thus, societies planning to use the Model Bylaws should read them carefully first and customize them to fit their society's needs, rather than simply adopting them as their bylaws.